<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
               For the quarterly period ended APRIL 30, 1999

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934



                                     0-8425
                                     ------
                             Commission File Number

                               SILVER ASSETS, INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)


           California                                95-2369956
           ----------                                ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


                     19320 Sonoma Highway, Sonoma, CA 95476
                     --------------------------------------
                    (Address of principal executive offices)

                                 (707) 935-3284
                                 --------------
                           (Issuer's telephone number)

                                 Not Applicable
                                 --------------
      (former address and former fiscal year, if changed since last report)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

      Yes  X      No
          ---        ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the close of the latest practicable date:      As of  May 31, 1999

    Common Stock, $.001 Par Value                    60,750,080 shares
    -----------------------------                    -----------------

    Traditional Small Business Disclosure Format (check one):

              Yes_____        No __X__

                                       1
<PAGE>


                               SILVER ASSETS, INC.

                         PART I - FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS

The condensed consolidated financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. However, Registrant believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and the notes thereto included in the Registrant's
latest Annual Report on Form 10-KSB.

In the opinion of the Registrant, all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position of the
Registrant as of April 30, 1999, and the results of its operations and changes
in its cash flows for the three and six month periods ended April 30, 1999 and
1998, have been made. The results of operations for such interim periods are not
necessarily indicative of the results to be expected for the entire year.



                                       2
<PAGE>
<TABLE>

                      Silver Assets, Inc. and Subsidiaries
                          Consolidated Balance Sheets
                      April 30, 1999 and October 31, 1998
                                   UNAUDITED

<CAPTION>

                                                                   APRIL 30,      OCTOBER 31,
                                                                      1999           1998
                                                                 -------------   -------------
                                     ASSETS
<S>                                                              <C>             <C>
Current assets:
     Cash and cash equivalents                                   $    350,828    $    550,915
     Accounts receivable                                                  694           1,463
     Due from affiliates                                               24,283          23,276
     Prepaid expenses                                                  34,666          43,080
     Non-Refundable Option Payment (Notes 2 & 3)                      197,000               0
                                                                 -------------   -------------
          Total current assets                                        607,471         618,734
                                                                 -------------   -------------
Property and equipment:
     Real estate                                                       63,861          63,861
     Mineral properties                                             2,052,807       2,052,807
     Equipment                                                        661,336         661,336
     Furniture and fixtures, net                                            0             145
                                                                 -------------   -------------
          Net property and equipment                                2,778,004       2,778,149
                                                                 -------------   -------------
Other assets:
    Investment in Land                                                 25,500          25,500
    Organization costs                                                  2,363           2,363
                                                                 -------------   -------------
          Total other assets                                           27,863          27,863
                                                                 -------------   -------------
Total Assets                                                     $  3,413,338    $  3,424,746
                                                                 =============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable                                               $     30,000    $     30,000
     Payable to affiliates                                            790,777           7,523
     Accounts payable                                                  84,944          35,845
     Accrued expenses                                                  33,775         146,442
     Current portion of long-term debt                                 60,832         113,328
                                                                 -------------   -------------
          Total current liabilities                                 1,000,327         333,138
Long-term debt, net of current portion                                330,094         332,118
Minority interest in consolidated subsidiary                           71,621         150,128
Stockholders' equity:
     Common stock, $.001 par value; 100,000,000 shares
          authorized; 60,750,080 shares issued and outstanding
          at April 30, 1999 and 55,692,944 issued and
          outstanding at October 31, 1998                              60,632          55,693
     Additional paid-in capital                                    22,527,535      22,394,219
     Accumulated deficit                                          (20,576,870)    (19,840,550)
                                                                 -------------   -------------
          Total stockholders' equity                                2,011,296       2,609,362
                                                                 -------------   -------------
Total Liabilities and Stockholders' Equity                       $  3,413,338    $  3,424,746
                                                                 =============   =============
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
                      Silver Assets, Inc. and Subsidiaries
                      Consolidated Statements of Operations
               For the Three Months ended April 30, 1999 and 1998
                                   UNAUDITED

                                                     1999           1998
                                                 ------------   ------------

Revenue:
     Net sales                                   $         0    $         0
     Other                                               523            523
                                                 ------------   ------------
                                                         523            523
                                                 ------------   ------------
Costs and Expenses:
     Salaries and benefits                            52,742         43,504
     Consulting fees                                 189,113        147,088
     Legal expense                                    27,667         63,326
     Accounting and auditing                          14,856         20,243
     Depreciation and amortization                         0            529
     Other general and administrative expenses        85,863         87,469
                                                 ------------   ------------
                                                     370,241        362,159

Loss from Operations                                (369,718)      (361,636)
Other income(expense):
     Interest income (expense), net                  (11,633)       (43,266)
     Other, net                                           75          8,330
                                                 ------------   ------------
Loss from Operations before
     income taxes                                   (381,276)      (396,572)
Provision for income taxes                                 0
Minority Interests in Losses of Subsidiary            34,897         50,711
                                                 ------------   ------------

Net Loss                                         $  (346,379)   $  (345,861)
                                                 ============   ============

Net Loss per Share                               ($     0.01)   ($     0.01)

Weighted average common shares outstanding        60,750,080     29,053,464


   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                      Silver Assets, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                For the Six Months ended April 30, 1999 and 1998
                                   UNAUDITED


                                                       1999           1998
                                                   ------------   ------------

Revenue:
     Net sales                                     $         0     $        0
     Other                                                 902          1,514
                                                   ------------    ------------
                                                           902          1,514
Costs and Expenses:
     Salaries and benefits                             134,904         86,243
     Consulting fees                                   363,226        219,516
     Legal expense                                      43,242         89,527
     Accounting and auditing                            27,224         47,230
     Depreciation and amortization                         145          1,058
     Other general and administrative expenses         228,481        156,223
                                                   ------------   ------------
                                                       797,222        599,797

Loss from Operations                                  (796,320)      (598,283)
Other income(expense):
     Interest income (expense), net                    (18,657)       (77,092)
     Other, net                                            150          8,405
                                                   ------------   ------------
Loss from Operations before
     income taxes                                     (814,827)      (666,970)
Provision for income taxes                                   0              0
Minority Interests in Losses of Subsidiary              78,507         68,890
                                                   ------------   ------------

Net Loss                                           $  (736,320)   $  (598,080)
                                                   ============   ============

Net Loss per Share                                       (0.01)         (0.02)

Weighted average common shares outstanding          58,758,409     29,053,464


   The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

<TABLE>

                      Silver Assets, Inc. and Subsidiaries
                      Consolidated Statement of Cash Flows
                For the Six Months Ended April 30, 1999 and 1998
                                      UNAUDITED

<CAPTION>
                                                                                           Six months ended April 30,
                                                                                           1999                 1998
                                                                                       -------------        -------------
<S>                                                                                    <C>                  <C>
From Operating Activities:
     Net loss                                                                          $   (736,320)        $   (598,080)
     Depreciation                                                                               145                1,058
     Issuance of common stock for services                                                  138,255
     Decrease in minority interest                                                          (78,507)             (68,890)
     Changes in current assets and liabilities:
          Accounts receivable                                                                  (238)                 (76)
          Other current assets, net                                                           8,414               (3,827)
          Accounts payable                                                                   49,099              (46,109)
          Accrued expenses                                                                 (112,667)              36,424
          Note payable to affiliate                                                         783,254               24,553
          Other current liabilities, net
                                                                                       -------------        -------------
Net Cash used by Operating Activities                                                        51,434             (654,947)
                                                                                       -------------        -------------
Cash Flows from Investing Activities:
     Acquisition of purchase rights to mineral property or equipment                       (197,000)             (30,000)
                                                                                       -------------        -------------
Net Cash used by Investing Activities                                                      (197,000)             (30,000)
                                                                                       -------------        -------------
Cash Flows from Financing Activities:
     Note payable from bank                                                                                       48,350
     Increase in Notes and Advances from Affiliate                                                               747,867
     Principal payments on long-term debt, net                                              (54,520)            (110,194)
     Other, net                                                                                                   (1,489)
                                                                                       -------------        -------------
Net Cash provided from Financing Activities                                                 (54,520)             684,534
                                                                                       -------------        -------------

Net Increase(Decrease) in Cash and Cash Equivalents                                        (200,087)                (413)
Cash and Cash Equivalents, beginning of year                                                550,915               20,276
                                                                                       -------------        -------------

Cash and Cash Equivalents, end of period                                               $    350,828         $     19,863
                                                                                       =============        =============

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>

                               SILVER ASSETS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 1999

1.   Basis of Presentation
     ---------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Article 10 of
Regulation S-B. Accordingly, they do not include all financial information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and estimates) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended April 30, 1999 are not necessarily indicative of the results that
may be expected for the full fiscal year ending October 31, 1999. For further
information, the reader should refer to the financial statements and notes
thereto included in the Company's annual report on Form 10-KSB for the year
ended October 31, 1998.

The accompanying financial statements include the accounts of the Company, Rio
Grande Mining Company ("Rio Grande"), its 88.9 % owned subsidiary and Rio Grande
Silver ("Silver"), a 100% owned Nevada corporation. Silver had no assets as of
April 30, 1999. All significant intercompany accounts and transactions have been
eliminated.

Rio Grande is deemed to be a development stage company as that term is defined
by Statement of Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Enterprises." See page 9 for supplemental disclosure relating
to Rio Grande's changes in stockholders' equity from inception through April 30,
1999.

2.   Stock issuances
     ---------------

The Company authorized the issuance of 1,711,000 shares of common stock on
December 29, 1998, to settle a personal injury claim against the Company's
subsidiary Rio Grande. Rio Grande issued 1,447,769 shares of its common stock to
the Company in exchange for the Company's issuance to the claimant.

The Company issued 2,946,136 shares of common stock on January 12, 1999 to
certain key employees and consultants to the Company and Rio Grande in
accordance with prior agreements to issue such stock for services rendered. The
number of shares issued was based upon a fair market value of $.03 per share. Of
these shares, 2,396,136 were issued in exchange for 2,027,500 shares of Rio
Grande common stock to the Company in connection with Rio Grande employees and
consultants who had initially received Rio Grande shares.

The Company authorized the issuance of 400,000 shares of common stock on January
29, 1999, to another mining company as partial payment for an option to acquire
certain mill equipment for use by Rio Grande. Rio Grande issued 338,461 shares
of its common stock to the Company in consideration of the Company's delivery of
its shares for the option. (See Note 3)

                                       7
<PAGE>

3.   Option on Mining Equipment
     --------------------------

The Company has acquired an option on certain mill equipment from another mining
company with respect to its making necessary preparations for the production of
minerals from Rio Grande's mining properties. Cash payments of $185,000 and the
issue of 400,000 shares of the Company's stock have been made to that mining
company. In the event that the Company does not exercise its option to acquire
the mill equipment, the consideration given for this option are non-refundable.

4.   Management's Plans
     ------------------

The Company's principal assets are its investments in the Shafter-Presidio
Silver Mine (the "Silver Mine") and Red Hills mineral properties through its
majority ownership of Rio Grande Mining Company. The Company has not commenced
business operations, has no current source of revenue and has incurred
significant losses. The continuing existence of the Company is dependent upon
its ability to raise sufficient additional capital in order to meet its current
obligations, to fund the recovery of start-up costs and ultimately, the price of
silver and/or copper reaching levels which provide for adequate profitability
from production of minerals. These factors raise considerable doubt about the
Company's ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Coastal Capital Partners, LP ("Coastal") is the majority shareholder of the
Company, controls the election of the Board of Directors and can effectively
cause a sale of the Company or other significant business transaction to occur.
Coastal has supported the Company and Rio Grande in the past by providing
working capital through debt and equity financing. The Company from time to time
has investigated third party financing. The Company is likely to be dependent
upon continued support from Coastal for the foreseeable future; however, Coastal
is under no obligation to provide such support and there can be no assurance it
will continue to do so.

The Company's present objectives are to retain its interests in its properties
and to make necessary preparations for the potential production of minerals from
these properties in anticipation of increases in their market prices.
Alternatively, the Company may consider a merger or sale of all or part of its
assets or the Company as a whole to achieve its profit objectives. Initiation of
production at the properties will require substantial additional capital. In
order to commence such production, the Company will need to raise sufficient
capital or undertake a joint venture with an experienced mining operator who has
the ability to finance operations. At this time, there can be no assurance that
either of these alternatives can be achieved on terms acceptable to the Company.

5.   Company in the Development Stage
     --------------------------------

The supplementary information on the following page is presented for Rio Grande
Mining Company for the period from inception on September 28, 1992 through April
30, 1999.


                                       8
<PAGE>
<TABLE>

                       Silver Assets, Inc. and Susidiaries
            Supplemental Disclosure-Company in the Development Stage
                            Rio Grande Mining Company
                        Schedule of Stockholders' Equity
   For the Period from Inception on September 28, 1992 through April 30, 1999
<CAPTION>

                                                                                                           Deficit
                                                                                                          Accumulated
                                                                                             Additional   during the
                                                 Preferred Stock           Common Stock       Paid in     Development
                                                Shares      Amount      Shares      Amount     Capital       Stage         Total
                                               --------    --------  -----------  ---------  -----------  ------------  -----------
<S>                                            <C>         <C>       <C>          <C>        <C>          <C>           <C>
Balance at inception, September 28, 1992             0           0            0           0            0            0            0
   Stock issuances:
      For services(1)                                                 5,087,400   $  50,874    $ (38,874)                 $ 12,000
      For cash                                                        1,833,584      18,336      414,164                   432,500
   Net loss for the period                                                                                   (135,623)    (135,623)
Balance, December 31, 1993                                            6,920,984      69,210      375,290     (135,623)     308,877
                                                                     -----------  ---------  -----------  ------------  -----------
   Stock issuances:
      For services(1)                                                    42,395         424        8,413                     8,837
      For cash                                                        3,834,628      38,346      591,654                   630,000
   Issuance of warrants for cash                                                                  12,500                    12,500
   Net loss for the period                                                                                   (215,341)    (215,341)
                                                                     -----------  ---------  -----------  ------------  -----------
Balance, October 31, 1994                                            10,798,007     107,980      987,857     (350,964)     744,873
   Stock issuances:
      For cash                                     397           4    1,954,888      19,549      319,076                   338,629
      Refinance of note payable                                       4,074,965      40,750      696,963                   737,713
   Restore amount due from affiliate                                                                           17,675       17,675
   Net loss for the period                                                                                   (271,300)    (271,300)
                                               --------    --------  -----------  ---------  -----------  ------------  -----------
Balance, October 31, 1995                          397           4   16,827,860     168,279    2,003,896     (604,589)   1,567,590
   Purchase of warrant for cash
   Stock issuances:                                                                               25,000                    25,000
      For note receivable                                             1,041,667      10,417      239,583                   250,000
      Refinance of note payable                                       4,070,833      40,708      936,292                   977,000
      Transfer of Red Hills mineral property                          2,500,000      25,000      (25,000)
      Cancellation of settlement warrant                              9,000,000      90,000      (90,000)
   Redemption of preferred stock                  (397)         (4)                                                             (4)
   Net loss for the period                                                                                   (569,533)    (569,533)
                                               --------    --------  -----------  ---------  -----------  ------------  -----------
Balance, October 31, 1996                                            33,440,360     334,404    3,089,771   (1,174,122)   2,250,053
   Refinance of note payable                                          3,729,307      37,293      447,517                   484,810
   Net loss for the period                                                                                   (742,403)    (742,403)
                                                                     -----------  ---------  -----------  ------------  -----------
Balance, October 31, 1997                                            37,169,667     371,697    3,537,288   (1,916,525)   1,992,460
   Stock issuances:
     Refinance of note payable with equity                            6,253,001      62,530      750,360                   812,890
     Transfer of note payable                                         2,936,484      29,364      323,014                   352,378
     For Cash                                                         7,675,917      76,759      921,110                   997,869
  Issuance of stock warrants                                                                      80,000                    80,000
  Net loss for the period                                                                                  (1,054,567)  (1,054,567)
                                                                     -----------  ---------  -----------  ------------  -----------
Balance, October 31, 1998                                            54,035,069     540,350    5,611,772   (2,971,092)   3,181,030
   Stock issuances:
      For services(1)                                                 2,027,500      20,275       31,055                    51,330
     Settlement of lawsuit                                            1,447,769      14,478       43,947                    58,425
     Purchase of option                                                 338,461       3,385        8,615                    12,000
     Net loss for the period                                                                                 (736,320)    (736,320)
                                               --------    --------  -----------  ---------  -----------  ------------  -----------
Balance, April 30, 1999                              0           0   57,848,799   $ 578,488  $ 5,695,389  $(3,707,412)  $2,566,465
</TABLE>

Notes:
   (1) Based on value of services rendered.
   (2) For a description of the Company's development activities, see Notes
       2, 7 and 11 in the Company's October 31, 1998 10-KSB.


                                       9

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation:
------------------

<TABLE>
<CAPTION>


--------------------------- --------------------- ----------------------- ---------------------- -----------------------
                               Quarter ended          Quarter ended          6 months ended          6 months ended
                               April 30, 1999         April 30, 1998         April 30, 1999          April 30, 1998
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
<S>                                     <C>                     <C>                   <C>                   <C>
Net Revenues                                 523                     523                    902                    1514
--------------------------- --------------------- ----------------------- ---------------------- ----------------------
Net Loss                                (346,379)               (345,861)              (736,320)               (598,080)
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
Net Loss per share                           .01                     .01                    .01                     .02
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
Working Capital                              N/A                     N/A              (392,856)             (1,855,742)
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
Total Assets                                 N/A                     N/A              3,413,338               2,925,912
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
Long-Term Debt                               N/A                     N/A                330,094                 383,740
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
Stockholders' Equity                         N/A                     N/A              2,011,296                 333,325
--------------------------- --------------------- ----------------------- ---------------------- -----------------------
</TABLE>

         The Registrant's 88.9% owned subsidiary, Rio Grande, is deemed to be a
"company in the development stage" as that term is defined in Statement of
Accounting Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises". Rio Grande's principal asset is the Shafter-Presidio Silver Mine,
a non-operating silver property located in Presidio County, Texas referred to as
the "Silver Mine" consisting of approximately 3,430 acres of owned and leased
surface and/or mineral rights and an option on approximately 16,000 acres known
as the Option Property which includes the Red Hills Property. See Form 10-KSB
(for the fiscal year ended October 31, 1998) Item 2 "Description of Property -
The Silver Mine". Registrant and Rio Grande incurred substantial expenses in
prior years in connection with the Silver Mine. Management has obtained recent
updates of independent appraisals performed for the Silver Mine and Red Hills
Property which indicate that the carrying values of these mineral properties do
not presently exceed their net realizable values.

         Net revenues for the first two quarters of 1998 and 1997 represent
miscellaneous items of income, primarily small amounts of royalties from
previous investments in oil and gas working interests and neither Registrant nor
Rio Grande anticipate any revenues from operations in the next fiscal year.

         Substantial expenses were incurred during the first two quarters of
fiscal 1999, as well as the first two quarters of fiscal 1998, in connection
with the acquisition and/or evaluation of the Silver Mine. However, total
expenses for the second quarter of fiscal 1999 were 155% of those incurred
during the same quarter of fiscal 1998 and 133% for the first six months of
fiscal 1999 compared to the same period in fiscal 1998. This substantial
increase is due to the significant expansion of activities related to the
preparation of the Silver Mine for the potential production of minerals.
Salaries, employee benefits, consulting fees and other mine related expenses all
increased significantly as a result of costs incurred in preparing the Silver
Sine for mineral production.

         Registrant had approximately $350,828 of cash as of April 30, 1999
compared to $550,915 at October 31, 1998. Monthly operating expenses, including
those required to maintain Rio Grande's properties, are expected to exceed
$125,000 per month, prior to the startup of any mining operations, over the next
several months. Registrant has no current source of revenue sufficient to meet
these expenses other than its current cash. Start-up production at the mine site
will require substantial additional capital. In order to commence such
production, Registrant will need to raise sufficient additional capital or
undertake a joint venture with an experienced mining operator who has the
ability to finance operations. Registrant is currently determining the viability
of proceeding with a production plan at the Silver Mine and in that regard, in
January 1999, optioned certain used mill property that should be appropriate for
the anticipated mining operations.

                                       10
<PAGE>

         In the past, the funding of expenses was dependent upon support from
Coastal LP, Registrant's major shareholder. In fiscal 1998, Coastal LP provided
funding to Registrant and Rio Grande totaling over $1,866,000, through the
issuance of notes and advances (which were later converted to common stock in
Registrant) and the purchase and/or exercise of warrants. During the first six
months of fiscal 1999, Coastal LP advanced $756,000 to Registrant. Registrant
has investigated third party financing but may continue to be dependent upon
Coastal LP for funding. However, Coastal LP is under no obligation to continue
such funding to either Registrant or Rio Grande.

         Registrant's objectives are to make the necessary preparations for the
profitable production of minerals from the Silver Mine and Red Hills Property in
anticipation of increases in the market prices of such minerals even while
considering a sale of all or part of its assets, of Rio Grande, or a sale of
Registrant as a whole to achieve its profit objectives. At this time, there can
be no assurance that any of these alternatives can be achieved on terms
acceptable to the Registrant.

             Cautionary Statement for Purposes of the "Safe Harbor"
             ------------------------------------------------------
       Provisions of the Private Securities Litigation Reform Act of 1995
       ------------------------------------------------------------------

         From time to time the Registrant will make written and oral
forward-looking statements about matters that involve a number of risks and
uncertainties. Such forward-looking statements are based on assumptions that the
Registrant will have adequate financial resources to fund the development of the
Shafter Project, that significant mineral resources exist and can be
economically developed and readily and profitably marketed, and that there will
be no material adverse change in the market for such minerals or in the
Registrant's sources of funding. The foregoing assumptions are based on judgment
with respect to, among other things, information available to the Registrant,
future economic, competitive and market conditions including fluctuations in
mineral prices, unexpected geological conditions, the speculative nature of
mineral exploration and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Registrant's
control. Accordingly, although the Registrant believes that the assumptions
underlying the forward-looking statements are reasonable, any such assumption
could prove to be inaccurate and, therefore, there can be no assurance that the
results contemplated in forward-looking statements will be realized. There are a
number of other risks presented by the Registrant's business and operations
which could cause the Registrant's financial performance to vary markedly from
the results contemplated by the forward-looking statements. Management
decisions, including budgeting, are subjective in many respects and periodic
revisions must be made to reflect actual conditions and business developments,
the impact of which may cause the Registrant to alter its capital investment and
other expenditures, which may also adversely affect the Registrant's results of
operations. In light of significant uncertainties inherent in forward-looking
information included in this Quarterly Report on Form 10-QSB, the inclusion of
such information should not be regarded as a representation by the Registrant or
any other person that the Registrant's objectives or plans will be achieved.


                                       11
<PAGE>




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed by the undersigned, thereunto duly authorized.



                                             Silver Assets, Inc.

         Date:                        By: /s/ Andrew K. Simpson
                                         -------------------------
                                         Andrew K. Simpson
                                         President and
                                         Chief Executive Officer



         Date:                            /s/ John S. Durkin
                                         -------------------------
                                         John S. Durkin
                                         Chief Financial Officer

                                       12